{"id":40519,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-storage-technology-corp-and-harris-ravine.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-storage-technology-corp-and-harris-ravine","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-storage-technology-corp-and-harris-ravine.html","title":{"rendered":"Severance Agreement &#8211; Storage Technology Corp. and Harris Ravine"},"content":{"rendered":"<pre>                                  AGREEMENT\n\n\n      This Agreement is made and executed as of October 8, 1993, between\nStorage Technology Corporation, a Delaware corporation (the 'Company'), and\nHarris Ravine ('Ravine').\n\n      WHEREAS, Ravine has been serving as Executive Vice President, Chief\nAdministrative Officer pursuant to a letter agreement dated as of February\n27, 1987 (the '1987 Agreement');\n\n      WHEREAS, the parties desire to terminate the 1987 Agreement effective\nimmediately;\n\n      WHEREAS, Company and Ravine desire to set out in this Agreement their\nrespective rights and obligations for the period following termination of\nthe 1987 Agreement, which rights and obligations shall supersede the\ncorresponding rights and obligations set forth in the 1987 Agreement;\n\n      NOW THEREFORE, it is AGREED as follows:\n\n       1.   Termination of 1987 Agreement.  The 1987 Agreement shall be of\nno further force or effect after the execution and delivery of this\nAgreement, it being intended that the provisions of this Agreement shall\nexclusively govern the rights and obligations of the parties with respect to\nthe subject matter of the 1987 Agreement from and after the date hereof.\n\n       2.   Termination of Employment.  In consideration of the benefits of\nthis Agreement, Ravine agrees that his employment with the Company shall\nterminate as of January 31, 1994 ('Termination Date').  Ravine shall\ncontinue as a full-time employee of the Company until October 31, 1993\n('Departure Date').  After October 31, 1993, Ravine shall leave the Company\npremises to pursue further career objectives but shall be available as\nreasonably required by the Company and shall receive current salary and\nbenefits as a full time employee through December 31, 1993 and shall receive\nhis pre-austerity salary and benefits as a full-time employee through the\nTermination Date.  \n\n      3a.  Severance Payments.  Within 10 days of the Termination Date, the\nCompany shall pay Ravine a single severance payment equal to (i) 11 months\nof his pre-austerity monthly base salary plus (ii) $2,065 for the month of\nJanuary 1994, and (iii) a bonus equal to 45% of his annual pre-austerity\nsalary, which payment will be subject to withholding for state, federal and\nFICA taxation.  Said payment is for severance only and is not to be\nconstrued as a continuation of salary.  Ravine shall not be entitled to any\nother severance, bonus, incentive or other compensation (or payment in lieu\nthereof) upon or after the Termination Date. Such severance shall\n\n                                      -1-\n\n\n\nnot be offset by any other compensation or benefits which Ravine may receive \nfrom any other source after the Termination Date.\n\n       b.   Extension of Termination Date.  If the Company has not publicly\ndisclosed its 1993 financial results by January 31, 1994, then,\nnotwithstanding the foregoing (i) the Company shall extend the Termination\nDate, and payment of all salary and benefits, on a monthly basis until the\nend of the month in which such 1993 financial results are reported (the\n'Reporting Month'), (ii) the Company shall pay Ravine an additional $2,065\nfor every month starting in February 1994 and ending in the Reporting Month,\nand; (iii) the number of months monthly base salary which Ravine will\nreceive under 3a(i) above will be reduced one month for every month after\nJanuary through the Reporting Month.\n\n      c.    Restricted Stock.  The parties acknowledge that, pursuant to a\npreviously executed agreement ('Restricted Stock Agreements'), 17,962 shares\nof the Company's common stock have been issued in Ravine's name and are\nbeing held by an escrow agent.  The Company will exercise its option to\nrepurchase all of these shares as set forth in the Restricted Stock\nAgreements.\n\n       d.   Options.  The parties acknowledge that, pursuant to previously\nexecuted agreements ('Option Agreements'), Ravine was granted certain\noptions to purchase the Company's common stock.  It is agreed that the\nrights and obligations of the parties under the Option Agreements upon and\nafter the Termination Date shall be as set forth in the Option Agreements. \nRavine agrees to refrain from sale of StorageTek securities and abide by the\nterms of the letter attached hereto as Exhibit 'A', executed\ncontemporaneously herewith.\n\n      e.    Health Benefits.  Ravine (and his dependents) will continue to\nreceive medical benefits and life insurance at the current level through the\nTermination Date.  After the Termination Date, medical benefits and life\ninsurance will be provided by the regular employee medical benefit plan,\nwhich benefit premiums will be paid for by the Company for a period of up to\n18 months after the Termination Date or until such time as Ravine secures\nother employment, at which time the Company will cease payment of Ravine's\npremiums.\n\n      f.    Outplacement Assistance. After the Departure Date, Ravine will\nbe provided outplacement assistance for purposes of aiding him in job search\nup to $10,000.  Such payment will be made to the executive placement service\nof Ravine's choice, said payment to be made upon receipt of invoices from\nsuch placement service.\n\n      g.    Other Employment.  Ravine is encouraged to solicit and obtain\nother full-time employment during the term of this Agreement.  Should Ravine\nobtain such employment, or other part-time employment, after the Departure\nDate but prior to the Termination Date, the Company will continue to pay\nsalary in accordance with Paragraph 2 above to the Termination Date.  Ravine\nagrees to notify the company promptly upon obtaining any employment during\nthe period of this Agreement so that\n\n                                      -2-\n\n\n\nsaid employment will not create a conflict of interest between the Company and \nRavine nor violate the provisions of the noncompetition agreement as set forth \nin Paragraph 4 below.\n\n      4.    Noncompetition.         (a)  Ravine covenants and agrees that\nfor a period of one year commencing on the Termination Date, he will not,\ndirectly or indirectly, for himself or for any other individual or entity,\nown, manage, operate or control or participate in the ownership (except for\npublic share ownership of less than 5% of total outstanding shares),\nmanagement, operation or control of, or have a controlling financial\ninterest in the divisions of IBM, Fujitsu\/Amdahl, Hitachi, EMC Corporation,\nMemorex and Bell Atlantic Business Systems, which compete with the Company\nor any of their affiliates or subsidiaries, including, without limitation,\nthe business of manufacturing, selling, leasing, licensing or maintenance of\nhigh-performance tape drives, disk drives, memory, printers, or related\nsoftware in any city or county within any state of the United States or the\nDistrict of Columbia or any U.S. territory or possession or any other\ncountry or subdivision thereof, in which the business of the Company has\nbeen or is being carried on prior to and until one year from the Termination\nDate.  Ravine agrees that the places where the business of the Company has\nbeen or is being carried on shall be deemed to include, but are not limited\nto, places where the Company has had a place of business, has had employees,\nagents or representatives or has advertised, sold or attempted to sell any\nproducts or services.  The covenants contained in this Paragraph 4(a) shall\nbe construed as a series of separate and severable covenants which are\nidentical in terms except for geographic coverage.\n\n      (b)  Ravine covenants and agrees that during the two-year period\ncommencing with the Termination Date, he will not, directly or indirectly,\nhire, solicit, or encourage then-current Company employees to apply for\nemployment with any person or entity (a) with which Ravine is (or intends to\nbe) employed, (b) by whom Ravine or a firm in which he is employed or has a\nfinancial interest is engaged as a consultant, recruiter, independent\ncontractor or otherwise, or (c) in which Ravine is otherwise substantially\nfinancially interested.  Ravine further covenants and agrees that he will\nnot provide to any other person or entity the names of or references on any\nperson who is then employed by Company.\n\n      Ravine and the Company agree that if in any proceeding, the tribunal\nshall refuse to enforce fully any covenants contained herein because such\ncovenants cover too extensive a geographic area or too long a period of time\nor for any other reason whatsoever, any such covenant shall be deemed\namended to the extent (but only to the extent) required by law.\n\n      5.    Release by Ravine.  Ravine hereby irrevocably and\nunconditionally releases and discharges the Company, its past and present\nsubsidiaries, divisions, officers, directors, agents, employees, successors,\nand assigns (separately and collectively, 'releasees') jointly and\nindividually, from any and all claims, known or unknown, which he, his\nheirs, successors or assigns have or may have on the date of\n\n                                      -3-\n\n\n\nthis agreement against releasees and any and all liability which releasees may \nhave to him, whether denominated claims, demands, causes of action, \nobligations, damages, or liabilities arising out of or related to the \ncircumstances of his employment and compensation by the Company, including, but \nnot limited to, any claims arising out of the 1991 Agreement, any claims of \ndiscrimination under the Age Discrimination in Employment Act, the Older \nWorkers Benefit Protection Act, the Rehabilitation Act, the Americans with \nDisabilities Act, Title VII of the Civil Rights Act of 1964, the Civil Rights \nAct of 1991 or any federal or state civil rights act, claims for wrongful \ndischarge, breach of contract, or for damages under any other federal, state or \nlocal law, rule or regulation, or common law under any theory.  This release \ndoes not affect any claims which may arise under this Agreement.  This release \nis for any relief, no matter how denominated, including, but not limited to, \nback pay, front pay, compensatory damages, punitive damages, or damages for \npain and suffering.  Ravine further agrees that he will not file or permit to \nbe filed on his behalf any such claim, will not permit himself to be a member\nof any class seeking relief against the releasees and will not counsel or\nassist in the prosecution of claims against the releasees, whether those\nclaims are on behalf of himself or others, unless he is under a court order\nto do so.\n\n      6.    Consulting.  Ravine shall, subject to reasonable availability\nand for a period of two years following the Termination Date, provide the\nCompany his consulting expertise with respect to such matters as the Company\nmay reasonably request.  Any such consulting services beyond four hours per\nassignment or 40 hours total shall be compensated at a rate of $150.00 per\nhour.\n\n      7.    No Adverse Comment.  (a)  Ravine covenants and agrees that\nduring the two-year period commencing on the Termination Date, and for so\nlong as the currently pending securities litigation and SEC investigations\ninvolving the Company may be pending, he will not, except as is specifically\nrequired by law or court process or consented to in writing by the Company,\n(i) communicate to any person or entity any adverse information, written or\noral, concerning the Company, its officers, directors, employees, attorneys,\nagents or advisers (including without limitation any communication\nconcerning information that he acquired while he was employed by the Company\nand that concerns or relates to the business, operations, prospects or\naffairs of the Company or any of its subsidiaries or affiliates or the\nactions or conduct of any officer, director or employee of the Company or\nany of its subsidiaries or affiliates) under circumstances in which it is\nreasonably foreseeable that such information might be publicly reported or\ndisclosed or otherwise made available to the public or (ii) provide to any\nperson (other than his attorney) or entity any information that concerns or\nrelates to the negotiations or circumstances leading to the execution of\nthis Agreement or to the terms and conditions hereof or the parties'\nperformance hereunder.\n\n      (b)     The Company covenants and agrees that during the two-year\nperiod commencing on the Termination Date, it will not, except as is\nspecifically required by law or court process or consented to in writing by\nRavine, (i) communicate to any\n\n                                      -4-\n\n\n\nperson or entity any adverse information, written or oral, concerning Ravine, \nhis attorneys, agents or advisers (including without limitation any \ncommunication concerning information that the Company acquired while he was \nemployed by the Company) under circumstances in which it is reasonably \nforeseeable that such information might be publicly reported or disclosed or \notherwise made available to the public or (ii) provide to any person (other \nthan the Company's attorneys or accountants) or entity any information that \nconcerns or relates to the negotiations or circumstances leading to the \nexecution of this Agreement or to the terms and conditions hereof or the \nparties' performance hereunder.  For purposes of this Paragraph 9, information \nshall be deemed communicated or provided by the Company only if such \ninformation is communicated or provided by, or at the direction of, a Director \nor an elected Officer of the Company or in accordance with the Company's then \ncurrent Corporate Policies and Procedures.  This Paragraph 7(b) shall not be \nconstrued to prevent communication of information relating to this Agreement to \nemployees or Directors of the Company who have a need to know such information.\n\n      (c)  The parties agree that the term 'information' as used in this\nParagraph 7 shall have the broadest possible meaning and shall include\nmatters that are not considered confidential or proprietary and that\nconstitute beliefs, views and opinions as well as facts.  The parties\nfurther agree that information shall be considered adverse if, considering\nthe surrounding facts and circumstances (whether or not known to the person\ncommunicating the information) and the context, it could reasonably be\nunderstood to be derogatory, pejorative, disparaging, uncomplimentary,\nunkind, or otherwise to reflect unfavorably upon the other party (including,\nwithout limitation, such other party's actions, intent, performance,\nprospects or motivations), regardless of the truth or falsity of such\ninformation, and regardless of whether such connotation is intended.\n\n      (d)   Unless otherwise required to do so by law, subpoena or court\norder, neither party will in any way communicate the terms of this agreement\nwith any person other than his or its attorneys or accountants.\n\n      8.    Resignations.  Ravine will submit to the Board of Directors and\nSecretary of the Company his resignation, effective as of the Departure\nDate, from the office of Executive Vice President, Customer Satisfaction &amp; Worldwide Field Support and all other officer and director positions that he\nmay hold with the Company or its subsidiaries.\n\n      9.    Effect on other Agreements and Plans.  Except for the effects\nresulting from the termination of Ravine's employment and except as may\notherwise be expressly provided herein, this Agreement shall have no effect\nupon the parties' respective rights and obligations under stock option\nagreements, The Company's Employee Stock Purchase and Profit-Sharing and\nThrift Plans, the Patent and Technical Information Agreements, the Option\nAgreements, and the Restricted Stock Agreement.\n\n                                      -5-\n\n\n\n      10.   Remedies.  The parties specifically agree that legal remedies\nwill not be adequate in the event that either party violates the provisions\nof Paragraphs 4 or 7 hereof and that the aggrieved party shall be entitled,\nin addition to its other legal remedies, to enjoin the activity of the other\nwhich violates such Section(s).  The foregoing provision shall not be deemed\nto limit either party's right to obtain injunctive relief with respect to\nany breach of any other provision of this Agreement.\n\n      11.   Attorneys Fees.  In the event of any action or proceeding\nbrought by either party against the other under this Agreement,the\nprevailing party shall be entitled to recover all costs and expenses,\nincluding the fees of its attorneys in such action or proceeding in such\namount as the court may adjudge reasonable as attorneys' fees.\n\n      12.   Entire Agreement; Amendment.  This Agreement constitutes the\nentire agreement between the parties hereto with respect to the subject\nmatter hereof, and supersedes all prior oral or written agreements,\ncommitments or understandings with respect to the matters provided for\nherein except as otherwise specified in Paragraph 9 above.  No amendment,\nmodification or discharge of this Agreement shall be valid or binding unless\nset forth in writing and duly executed by the party against whom enforcement\nof the amendment, modification, or discharge is sought.\n\n      13.   Waiver.  No delay or failure on the part of any party hereto in\nexercising any right, power or privilege under this Agreement shall impair\nany such right, power or privilege or be construed as a waiver of any\ndefault or any acquiescence therein.  No single or partial exercise of any\nsuch right, power or privilege shall preclude the further exercise of such\nright, power or privilege or the exercise of any other right, power or\nprivilege.  No waiver shall be valid against any party hereto unless made in\nwriting and signed by the party against whom enforcement of such waiver is\nsought and then only to the extent expressly specified therein.\n\n      14.   Governing Law.  This Agreement, the rights and obligations of\nthe parties hereto, and any claims or disputes relating thereto, shall be\ngoverned by and construed in accordance with the laws of Colorado (excluding\nthe choice of law rules thereof).  Venue for enforcement of any action\nrelated to this Agreement shall be in Colorado.\n\n      15.   Notices.  All notices, demands, requests, or other\ncommunications that may be or are required to be given, served or sent by\nany party to any other party pursuant to this Agreement shall be in writing\nand shall be hand-delivered or mailed by first-class, registered or\ncertified mail, return receipt requested, postage prepaid, or transmitted by\nhand delivery, overnight express, telegram, facsimile transmission or telex,\naddressed as follows:\n\n                                      -6-\n\n\n\n      (i)   If to the Company:\n\n            2270 South 88th Street\n            Louisville, Colorado  80028-4397\n            Attention:  Corporate Vice President of Human Resources\n\n      (ii)  If to Ravine:\n\n            Harris  Ravine\n            8475 Greenwood Drive\n            Niwot, CO  80503\n\nEach party may designate by notice in writing a new address to which any\nnotice, demand, request or communication may thereafter be so given, served\nor sent.  Each notice, demand, request, or communication that shall be\nhand-delivered, mailed, transmitted by overnight express or telexed in the\nmanner described above, or that shall be delivered to a telegraph company,\nshall be deemed sufficiently given, served, sent, received or delivered for\nall purposes at such time as it is delivered to the addressee (with the\nreturn receipt, the delivery receipt, or the answer back being deemed\nconclusive, but not exclusive, evidence of such delivery) or at such time as\ndelivery is refused by the addressee upon presentation.\n\n      16.   Headings.  Section headings contained in this Agreement are\ninserted for convenience of reference only, shall not be deemed to be a part\nof this Agreement for any purpose, and shall not in any way define or affect\nthe meaning, construction or scope of any of the provisions hereof.\n\n      17.   Execution in Counterparts.  To facilitate execution, this\nAgreement may be executed in as many counterparts as may be required; and it\nshall not be necessary that the signatures of, or on behalf of, each party,\nor that the signatures of all persons required to bind any party, appear on\neach counterpart; but it shall be sufficient that all such signatures appear\non one or more of the counterparts.  All counterparts shall collectively\nconstitute a single agreement.  It shall not be necessary in making proof of\nthis Agreement to produce or account for more than a number of counterparts\ncontaining the respective signatures of, or on behalf of, all of the parties\nhereto.\n\n      18.   Limitation on Benefits.  It is the explicit intention of the\nparties hereto that the covenants, undertakings and agreements set forth in\nthis Agreement shall be solely for the benefit of, and shall be enforceable\nonly by, the parties hereto or their respective successors, heirs,\nexecutors, administrators, legal representatives and assigns.\n\n      19.   Binding Effect.  This Agreement shall be binding upon and shall\ninure to the benefit of the parties hereto and their respective successors,\nheirs, executors, administrators, legal representatives and permitted\nassigns.\n\n                                      -7-\n\n\n\n      20.   Severability.  If any part or any provision of this Agreement\nshall be determined to be invalid or unenforceable by reason of the extent,\nduration or geographical scope thereof, or otherwise, then the parties agree\nthat the court making such determination may reduce such extent, duration or\ngeographical scope, or other provisions thereof, and in its reduced form\nsuch part of provision shall then be enforceable in the manner contemplated\nhereby.\n\n      IN WITNESS WHEREOF, the parties have executed this Agreement, or have\ncaused this Agreement to be executed on their behalf, as of the date first\nabove written.\n\n\n                              STORAGE TECHNOLOGY CORPORATION\n\n                              By:  \/s\/Sewell I. Sleek\n                                    ------------------------------------\n                                    Name:   Sewell I. Sleek\n                                    Title:  Corporate V.P. Human Resources\n\n\n\n      I hereby certify that I have read the above Agreement, and I\nvoluntarily sign this Agreement after having been advised to seek my own\nlegal counsel, without threat or coercion, with full knowledge and\nunderstanding of its contents, and without promise of benefit, except as\nexpressly recited in this Agreement.\n\n      I acknowledge that I have been given 21 days by the Company to\nconsider this agreement. I understand that I may revoke this Agreement for\na period of 7 days after I sign it by delivering written notice of my\nrevocation to the company and that the Agreement does not become effective\nor enforceable until the expiration of such 7 day revocation period.\n\n\n                              \/s\/Harris Ravine\n                              ------------------------------------------\n\n                              10\/8\/93\n                              ------------------------------------------\n                              Date\n\n      Presented to Harris Ravine this 8th day of October, 1993 by Sewell\nSleek.\n\n                                      -8-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8959],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9551],"class_list":["post-40519","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-storage-technology-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40519","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40519"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40519"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40519"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40519"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}